In Phase One we propose to develop a prototype computerized memory training package named MemoryPerfect. It is designed to teach a variety of relaxation, imagery, and mnemonic techniques that research shows to improve elder's recall of information. The MemoryPerfect prototype consists of six modules. First is the Records Keeping Module. This module performs three functions. It maintains and outputs a running score of the user's performance. It returns the user to the training module they exited from when last using the software. Finally, it maintains and displays a chart of the training modules completed and those yet to be studied. Second is Menus and Command Line Prompts Modules. This module provides the menus and command line prompts that are presented to the user. Third is the Introduction Session Module. Fourth is the Anxiety Evaluation and Relaxation Training Module. It assesses the user's degree of learning anxiety and offers relaxation training if necessary. The fifth module is the Imagery Pretraining Module. It is used to improve the user's ability to create effective images during memory training. The final module is the Mnemonic Training Module. It consists of several Mnemonic Study Units that teach the use of a wide variety of memory improvement techniques. These techniques are arranged and taught according to their specific application and utility. We identify the following vertical markets: a) senior citizen centers, b) retirement community recreational centers, c) audio/visual centers at public libraries, and d) medical care centers.